Many US non-residents are forming companies in the United
States, some of which are operating within the country,
others of which are operating entirely outside. With
the proliferation of the Internet, many non-US citizens
are forming US companies to own their web sites even
though they have no tangible connection with the US
other than the registration of their company.
In general, there are no citizenship or residency requirements
to forming a company in the US. However. there are several
factors that should be considered.
NOTE: Most states will not require disclosure of Director
information at the time of formation but almost all
will ask for this information at the time of filing
the next year's Annual Report. Please ask about our
Nominee Services if appropriate.
For many people, passthrough taxation, or the ability
to have their entity treated as a non-tax-paying (transparent)
entity is important. For US non-residents, use of an
S Corporation is not possible because one of the requirements
of becoming an S Corporation is that all shareholders
must be US residents. This objective can be achieved
by forming a Limited Liability Company (LLC) instead
of a corporation. (See Corporation v LLC from the home
TAXED AS PARTNERSHIP OR CORPORATION
The LLC can, with the filing of it's Application for
Employer Identification Number (TaxID), elect to be
taxed as either a partnership or a corporation. This
election, with certain restraints, may be changed in
FILING A US RETURN
For a corporation formed in the US, there is an absolute
requirement that it file a US tax return regardless
of whether there is US income. In contrast, the LLC
is taxed as a partnership and the partners (principals)
must file and pay individual US taxes only if they operate
a trade or business in the US or if they have US-source
MIXED US AND NON-US SOURCE INCOME
In this situation, it will usually also be more advantageous
to form a Limited Liability Company instead of a corporation.
With a US corporation, it is taxable on its global income
whereas the LLC will be taxed as discussed above.
An Apostille is a seal authenticating a document for
use in international transactions according to the Hague
convention. Many countries will require that official
documents created in another country bear an Apostille
as evidence that they are what they purport to be. The
AMBASSADOR package includes an Apostille from the jurisdiction
in which your company will be created.
WHERE TO FORM YOUR COMPANY
In the US, you can create your company in any state
you choose. If you plan to eventually have an office
in the US, it may be cost-effective to form your company
in that state. The majority of US non-residents without
a strong reason to form in any given jurisdiction choose
Delaware or Nevada because of their business-friendly
environment and easy compliance requirements.
WHAT'S MY ADDRESS?
Every state will require a Registered Agent/Registered
Office with an address in that state for receipt of
service of process or other official communications.
We will serve as your RA/RO (see What is a Registered
Agent from our home page.) However, this is not your
business address or mailing address which can generally
be anywhere you wish. Please remember NOT to use your
RA/RO address for anything other than official purposes
as described above.
NOTE: In many cases, you may have other factors which
will strongly compel the choice of a corporation instead
of a Limited Liability Company in your choice of structure.
For example, you may want to unequivocally establish
tax residency in the US. Or you may be planning to sell
stock to investors or eventually plan for an Initial
Public Offering (IPO.)